POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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BANK OF NEW YORK | COUNTRYWIDE GP, INC | COUNTRYWIDE HOME LOANS SERVICING LP | COUNTRYWIDE HOME LOANS, INC | CWABS, INC

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 1/11/2005

POOLING AND SERVICING AGREEMENT, Parties: bank of new york , countrywide gp inc , countrywide home loans servicing lp , countrywide home loans inc , cwabs inc

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CWABS ASSET-BACKED CERTIFICATES TRUST 2004-BC5

Issuer

CWABS, INC.,

Depositor

COUNTRYWIDE HOME LOANS, INC.,

Seller

COUNTRYWIDE HOME LOANS SERVICING LP,

Master Servicer

and

THE BANK OF NEW YORK,

Trustee

______________________________________

POOLING AND SERVICING AGREEMENT

Dated as of December 1, 2004

______________________________________

ASSET-BACKED CERTIFICATES, SERIES 2004-BC5

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<PAGE>

TABLE OF CONTENTS

PAGE

----

ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms................................................4

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

Section 2.01 Conveyance of Mortgage Loans................................51

Section 2.02 Acceptance of the Mortgage Loans............................55

Section 2.03 Representations, Warranties and Covenants

of the Master Servicer and the Seller.......................57

Section 2.04 Representations and Warranties of the Depositor.............68

Section 2.05 Delivery of Opinion of Counsel in Connection

with Substitutions and Repurchases..........................70

Section 2.06 Authentication and Delivery of Certificates.................70

Section 2.07 Covenants of the Master Servicer............................71

ARTICLE III

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01 Master Servicer to Service Mortgage Loans...................72

Section 3.02 Subservicing; Enforcement of the

Obligations of Master Servicer..............................73

Section 3.03 Rights of the Depositor, the Seller and the

Trustee in Respect of the Master Servicer...................73

Section 3.04 Trustee to Act as Master Servicer...........................74

Section 3.05 Collection of Mortgage Loan Payments; Certificate

Account; Distribution Account; Seller Shortfall

Interest Requirement........................................74

Section 3.06 Collection of Taxes, Assessments and

Similar Items; Escrow Accounts..............................77

Section 3.07 Access to Certain Documentation and

Information Regarding the Mortgage Loans....................77

Section 3.08 Permitted Withdrawals from the Certificate Account,

Distribution Account and the Carryover Reserve Fund.........78

Section 3.09 [Reserved.].................................................80

Section 3.10 Maintenance of Hazard Insurance.............................80

Section 3.11 Enforcement of Due-On-Sale Clauses;

Assumption Agreements.......................................81

Section 3.12 Realization Upon Defaulted Mortgage Loans;

Determination of Excess Proceeds and Realized Losses;

Repurchase of Certain Mortgage Loans........................82

Section 3.13 Trustee to Cooperate; Release of Mortgage Files.............85

Section 3.14 Documents, Records and Funds in Possession of

Master Servicer to be Held for the Trustee..................86

Section 3.15 Servicing Compensation......................................86

Section 3.16 Access to Certain Documentation.............................86

<PAGE>

Section 3.17 Annual Statement as to Compliance...........................87

Section 3.18 Annual Independent Public Accountants'

Servicing Statement; Financial Statements...................87

Section 3.19 The Cap Contracts...........................................87

Section 3.20 Prepayment Charges..........................................88

ARTICLE IV

DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

Section 4.01 Advances....................................................90

Section 4.02 Reduction of Servicing Compensation in

Connection with Prepayment Interest Shortfalls..............91

Section 4.03 [Reserved]..................................................91

Section 4.04 Distributions...............................................91

Section 4.05 Monthly Statements to Certificateholders....................96

Section 4.06 [Reserved]..................................................98

Section 4.07 [Reserved]..................................................98

Section 4.08 Carryover Reserve Fund......................................98

Section 4.09 Distributions on the REMIC I Regular Interests..............99

Section 4.10 [Reserved].................................................101

Section 4.11 Allocation of Realized Losses on

the REMIC Regular Interests................................101

Section 4.12 The Class P Certificates...................................101

ARTICLE V

THE CERTIFICATES

Section 5.01 The Certificates...........................................103

Section 5.02 Certificate Register; Registration of

Transfer and Exchange of Certificates......................104

Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates..........107

Section 5.04 Persons Deemed Owners......................................108

Section 5.05 Access to List of Certificateholders'

Names and Addresses........................................108

Section 5.06 Book-Entry Certificates....................................108

Section 5.07 Notices to Depository......................................109

Section 5.08 Definitive Certificates....................................109

Section 5.09 Maintenance of Office or Agency............................110

ARTICLE VI

THE DEPOSITOR, THE MASTER SERVICER AND THE SELLER

Section 6.01 Respective Liabilities of the Depositor,

the Master Servicer and the Seller.........................111

Section 6.02 Merger or Consolidation of the Depositor,

the Master Servicer or the Seller..........................111

Section 6.03 Limitation on Liability of the Depositor,

the Seller, the Master Servicer and Others.................111

<PAGE>

Section 6.04 Limitation on Resignation of Master Servicer...............112

Section 6.05 Errors and Omissions Insurance; Fidelity Bonds.............112

ARTICLE VII

DEFAULT; TERMINATION OF MASTER SERVICER

Section 7.01 Events of Default..........................................113

Section 7.02 Trustee to Act; Appointment of Successor...................114

Section 7.03 Notification to Certificateholders.........................116

ARTICLE VIII

CONCERNING THE TRUSTEE

Section 8.01 DUTIES OF TRUSTEE..........................................117

Section 8.02 Certain Matters Affecting the Trustee......................118

Section 8.03 Trustee Not Liable for Mortgage Loans......................119

Section 8.04 Trustee May Own Certificates...............................119

Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses.........119

Section 8.06 Eligibility Requirements for Trustee.......................120

Section 8.07 Resignation and Removal of Trustee.........................120

Section 8.08 Successor Trustee..........................................121

Section 8.09 Merger or Consolidation of Trustee.........................121

Section 8.10 Appointment of Co-Trustee or Separate Trustee..............122

Section 8.11 Tax Matters................................................123

ARTICLE IX

TERMINATION

Section 9.01 Termination upon Liquidation or Repurchase

of all Mortgage Loans......................................126

Section 9.02 Final Distribution on the Certificates.....................126

Section 9.03 Additional Termination Requirements........................127

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.01 Amendment..................................................129

Section 10.02 Recordation of Agreement; Counterparts.....................130

Section 10.03 Governing Law..............................................130

Section 10.04 Intention of Parties.......................................131

Section 10.05 Notices....................................................131

Section 10.06 Severability of Provisions.................................132

Section 10.07 Assignment.................................................132

Section 10.08 Limitation on Rights of Certificateholders.................132

Section 10.09 Inspection and Audit Rights................................133

Section 10.10 Certificates Nonassessable and Fully Paid..................133

iii

<PAGE>

EXHIBITS

EXHIBIT A-1 Form of Class A-1 Certificate

EXHIBIT A-2 Form of Class A-2 Certificate

EXHIBIT A-3 Form of Class A-3 Certificate

EXHIBIT A-4 Form of Class M-1 Certificate

EXHIBIT A-5 Form of Class M-2 Certificate

EXHIBIT A-6 Form of Class M-3 Certificate

EXHIBIT A-7 Form of Class M-4 Certificate

EXHIBIT A-8 Form of Class M-5 Certificate

EXHIBIT A-9 Form of Class M-6 Certificate

EXHIBIT A-10 Form of Class M-7 Certificate

EXHIBIT A-11 Form of Class M-8 Certificate

EXHIBIT A-12 Form of Class B Certificate

EXHIBIT B Form of Class C Certificate

EXHIBIT C Form of Class P Certificate

EXHIBIT D Form of Class A-R Certificate

EXHIBIT E Form of Tax Matters Person Certificate

EXHIBIT F Mortgage Loan Schedules

EXHIBIT F-1 List of Mortgage Loans

EXHIBIT F-2 Mortgage Loans for which All or a Portion of a

Related Mortgage File is not Delivered to the Trustee

on or prior to the Closing Date

EXHIBIT G Forms of Certification of Trustee

EXHIBIT G-1 Form of Initial Certification of Trustee

EXHIBIT G-2 Form of Interim Certification of Trustee

EXHIBIT G-3 Form of Delay Delivery Certification

EXHIBIT G-4 [Reserved]

EXHIBIT H Form of Final Certification of Trustee

EXHIBIT I Transfer Affidavit

EXHIBIT J-1 Form of Transferor Certificate for Class A-R Certificates

EXHIBIT J-2 Form of Transferor Certificate for Private Certificates

EXHIBIT K Form of Investment Letter (Non-Rule 144A)

EXHIBIT L Form of Rule 144A Letter

EXHIBIT M Request for Release (for Trustee)

EXHIBIT N Request for Release (for Mortgage Loans Paid in

Full, Repurchased or Replaced)

EXHIBIT O Copy of Depositary Agreement

EXHIBIT P Form of Mortgage Note and Mortgage

EXHIBIT Q Notional Balance Schedule

EXHIBIT R Forms of Class A-1 Cap Contract and Corridor Contract

EXHIBIT S Forms of Class A-1 Cap Contract Assignment Agreement

and Corridor Contract Assignment Agreement

EXHIBIT T Officer's Certificate with Respect to Prepayments

EXHIBIT U Standard & Poor's Glossary

<PAGE>

POOLING AND SERVICING AGREEMENT, dated as of December 1, 2004, by and

among CWABS, INC., a Delaware corporation, as depositor (the "Depositor"),

COUNTRYWIDE HOME LOANS, INC., a New York corporation, as seller (the "Seller"),

COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited partnership, as master

servicer (the "Master Servicer") and THE BANK OF NEW YORK, a New York banking

corporation, as trustee (the "Trustee").

PRELIMINARY STATEMENT:

The Depositor intends to sell mortgage asset-backed pass-through

certificates (collectively, the "Certificates"), to be issued hereunder in

fifteen classes, which in the aggregate will evidence the entire beneficial

ownership interest in the Mortgage Loans (as defined herein).

REMIC I

As provided herein, the Trustee will make an election to treat the

segregated pool of assets consisting of the Mortgage Loans and certain other

related assets (exclusive of the Class A-1 Cap Contract, the Corridor Contract

and the Carryover Reserve Fund) subject to this Agreement as a real estate

mortgage investment conduit (a "REMIC") for federal income tax purposes, and

such segregated pool of assets will be designated as "REMIC I." The Class R-I

Interest will represent the sole class of "residual interests" in REMIC I for

purposes of the REMIC Provisions (as defined herein) under federal income tax

law. The following table irrevocably sets forth the designation, remittance rate

(the "Uncertificated REMIC I Pass-Through Rate") and initial Uncertificated

Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I

Regular Interests"). The "latest possible maturity date" (determined solely for

purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each

REMIC I Regular Interest shall be the 360th Distribution Date. None of the REMIC

I Regular Interests will be certificated.

<TABLE>

Uncertificated REMIC I Uncertificated Latest Possible

Designation Pass-through Rate Principal Balance Maturity Date

----------- ----------------- ----------------- -------------

LT-AA (1) $ 745,831,713.75 December 25, 2034

LT-A1 (1) $ 2,950,000.00 December 25, 2034

LT-A2 (1) $ 2,524,670.00 December 25, 2034

LT-A3 (1) $ 883,930.00 December 25, 2034

LT-M1 (1) $ 262,560.00 December 25, 2034

LT-M2 (1) $ 243,540.00 December 25, 2034

LT-M3 (1) $ 136,990.00 December 25, 2034

LT-M4 (1) $ 125,570.00 December 25, 2034

LT-M5 (1) $ 133,180.00 December 25, 2034

LT-M6 (1) $ 114,160.00 December 25, 2034

LT-M7 (1) $ 83,720.00 December 25, 2034

LT-M8 (1) $ 76,110.00 December 25, 2034

LT-B (1) $ 76,090.00 December 25, 2034

LT-ZZ (1) $ 7,610,535.38 December 25, 2034

</TABLE>

<PAGE>

<TABLE>

Uncertificated REMIC I Uncertificated Latest Possible

Designation Pass-through Rate Principal Balance Maturity Date

----------- ----------------- ----------------- -------------

LT-P (1) $ 100.00 December 25, 2034

LT-R (1) $ 100.00 December 25, 2034

</TABLE>

---------------

(1) Calculated as provided in the definition of Uncertificated REMIC I Pass-

Through Rate.

(2) Calculated as provided in the definition of Uncertificated

Notional Amount.

REMIC II

As provided herein, the Trustee will elect to treat the segregated pool

of assets consisting of the REMIC I Regular Interests as a REMIC for federal

income tax purposes, and such segregated pool of assets will be designated as

REMIC II. The Class R-II Interest will represent the sole class of "residual

interests" in REMIC II for purposes of the REMIC Provisions under federal income

tax law. The following table irrevocably sets forth the designation,

Pass-Through Rate, aggregate Initial Certificate Principal Balance and Final

Scheduled Distribution Date for each Class of Certificates comprising the

interests representing "regular interests" in REMIC II. The "latest possible

maturity date" (determined solely for purposes of satisfying Treasury Regulation

Section 1.860G-1(a)(4)(iii)) for each Class of REMIC II Regular Certificates

shall be the 360th Distribution Date.

<TABLE>

Aggregate Initial Certificate Final Scheduled

Designation Pass-Through Rate Principal Balance Distribution Date

-------------------- ----------------------- ----------------------------- -----------------

Class A-1 (1) $ 295,000,000.00 December 25, 2034

Class A-2 (1) $ 252,467,000.00 December 25, 2034

Class A-3 (1) $ 88,393,000.00 December 25, 2034

Class M-1 (1) $ 26,256,000.00 December 25, 2034

Class M-2 (1) $ 24,354,000.00 December 25, 2034

Class M-3 (1) $ 13,699,000.00 December 25, 2034

Class M-4 (1) $ 12,557,000.00 December 25, 2034

Class M-5 (1) $ 13,318,000.00 December 25, 2034

Class M-6 (1) $ 11,416,000.00 December 25, 2034

Class M-7 (1) $ 8,372,000.00 December 25, 2034

Class M-8 (1) $ 7,611,000.00 December 25, 2034

Class B (1) $ 7,609,000.00 December 25, 2034

</TABLE>

---------------

(1) Interest will accrue at a rate equal to the Pass-Through Rate, as

defined herein.

(2) The Class C Certificates will accrue interest at its variable

Pass-Through Rate on the Notional Amount of the Class C Certificates

outstanding from time to time which shall equal the Uncertificated

Principal Balance of the REMIC I Regular Interests (other than REMIC I

Regular Interest LT-P and REMIC I Regular Interest LT-R). The Class C

Certificates will not accrue interest on its Certificate Principal

Balance.

(3) The Class P Certificates will not be entitled to distributions of

interest.

<PAGE>

<TABLE>

Aggregate Initial Certificate Final Scheduled

Designation Pass-Through Rate Principal Balance Distribution Date

-------------------- ----------------------- ----------------------------- -----------------

Class C (2) $ 100.00 December 25, 2034

Class P (3) $ 100.00 December 25, 2034

</TABLE>

<PAGE>

ARTICLE I

DEFINITIONS

Section 1.01 DEFINED TERMS.

In addition to those defined terms defined in Section 1.02, whenever

used in this Agreement, the following words and phrases, unless the context

otherwise requires, shall have the following meanings:

ACCRUAL PERIOD: With respect to any Distribution Date and the

Certificates (other than the Class A-R, Class P and Class C Certificates), the

period from and including the immediately preceding Distribution Date (or, in

the case of the first Distribution Date, from and including the Closing Date)

and to and including the day immediately preceding the current Distribution

Date. With respect to any Distribution Date and the Class C Certificates, the

calendar month preceding the month in which such Distribution Date occurs. All

calculations of interest on the Certificates (other than the Class A-R, Class P

and Class C Certificates) will be made on the basis of the actual number of days

elapsed in the related Accrual Period and on a 360-day year. All calculations of

interest on the Class C Certificates will be made on the basis of a 360-day year

consisting of twelve 30-day months. The Class A-R Certificates and Class P

Certificates will not accrue any interest and therefore have no Accrual Period.

ADJUSTABLE RATE MORTGAGE LOANS: The Mortgage Loans identified in the

Mortgage Loan Schedule as having a Mortgage Rate which is adjustable for the

life of the related Mortgage, including any Mortgage Loans delivered in

replacement thereof.

ADJUSTED NET MORTGAGE RATE: As to each Mortgage Loan, the Mortgage Rate

less the Expense Fee Rate.

ADJUSTMENT DATE: As to each Adjustable Rate Mortgage Loan, each date on

which the related Mortgage Rate is subject to adjustment, as provided in the

related Mortgage Note.

ADVANCE: The aggregate of the advances required to be made by the

Master Servicer with respect to any Distribution Date pursuant to Section 4.01,

the amount of any such advances being equal to the sum of (A) the aggregate of

payments of principal and interest (net of the Servicing Fees) on the Mortgage

Loans that were due on the related Due Date and not received by the Master

Servicer as of the close of business on the related Determination Date and (B)

with respect to each REO Property that has not been liquidated, an amount equal

to the excess, if any, of (x) one month's interest (adjusted to the Net Mortgage

Rate) on the Stated Principal Balance of the related Mortgage Loan over (y) the

net monthly rental income (if any) from such REO Property deposited in the

Certificate Account for such Distribution Date pursuant to Section 3.12, less

the aggregate amount of any such delinquent payments that the Master Servicer

has determined would constitute a Nonrecoverable Advance were an advance to be

made with respect thereto.

AGREEMENT: This Pooling and Servicing Agreement and any and all

amendments or supplements hereto made in accordance with the terms herein.

<PAGE>

AMOUNT HELD FOR FUTURE DISTRIBUTION: As to any Distribution Date, the

aggregate amount held in the Certificate Account at the close of business on the

related Determination Date on account of (i) all Scheduled Payments or portions

thereof received in respect of the Mortgage Loans due after the related Due Date

and (ii) Principal Prepayments and Liquidation Proceeds received in respect of

such Mortgage Loans after the last day of the related Prepayment Period or Due

Period, respectively.

APPLIED REALIZED LOSS AMOUNT: With respect to any Distribution Date,

the sum of the Realized Losses with respect to the Mortgage Loans which shall

equal the amount, if any, by which, Certificate Principal Balance of all

Certificates (after all distributions of principal on such Distribution Date)

exceeds the Stated Principal Balance of the Mortgage Loans for such Distribution

Date, and which are to be applied as provided in Section 4.04 of this Agreement.

APPRAISED VALUE: The appraised value of the Mortgaged Property based

upon the appraisal made for the Seller by a fee appraiser at the time of the

origination of the related Mortgage Loan, or the sales price of the Mortgaged

Property at the time of such origination, whichever is less, or with respect to

any Mortgage Loan originated in connection with a refinancing, the appraised

value of the Mortgaged Property based upon the appraisal made at the time of

such refinancing.

BANKRUPTCY CODE: Title 11 of the United States Code.

BOOK-ENTRY CERTIFICATES: Any of the Certificates that shall be

registered in the name of the Depository or its nominee, the ownership of which

is reflected on the books of the Depository or on the books of a person

maintaining an account with the Depository (directly, as a "Depository

Participant", or indirectly, as an indirect participant in accordance with the

rules of the Depository and as described in Section 5.06). As of the Closing

Date, each Class of Class A Certificates and Subordinate Certificates

constitutes a Class of Book-Entry Certificates.

BUSINESS DAY: Any day other than (i) a Saturday or a Sunday, or (ii) a

day on which banking institutions in the State of California, City of New York,

New York or the city in which the Corporate Trust Office of the Trustee is

located are authorized or obligated by law or executive order to be closed.

CALENDAR QUARTER: A Calendar Quarter shall consist of one of the

following time periods in any given year: January 1 through March 31, April 1

through June 30, July 1 through September 30, and October 1 through December 31.

CAP CONTRACT COUNTERPARTY: Bear Stearns Financial Products Inc., and

any permitted successors and assigns pursuant to the Class A-1 Cap Contract or

Corridor Contract.

CAP CONTRACT TERMINATION DATE: either the Class A-1 Cap Contract

Termination Date or the Corridor Contract Termination Date, as required by the

context.

CAP CONTRACT(S): The Class A-1 Cap Contract and the Corridor Contract,

or each individually.

CARRYOVER RESERVE FUND: The separate Eligible Account created and

initially maintained by the Trustee pursuant to Section 4.08 in the name of the

Trustee for the benefit of the

<PAGE>

Certificateholders and designated "The Bank of New York in trust for registered

holders of CWABS, Inc., Asset-Backed Certificates, Series 2004-BC5". Funds in

the Carryover Reserve Fund shall be held in trust for the Certificateholders for

the uses and purposes set forth in this Agreement and shall not be a part of any

REMIC created under this Agreement.

CERTIFICATE: Any one of the certificates of any Class executed and

authenticated by the Trustee in substantially the forms attached hereto as

Exhibits A-1 through A-9, Exhibit B, Exhibit C and Exhibit D.

CERTIFICATE ACCOUNT: The separate Eligible Account created and

initially maintained by the Master Servicer pursuant to Section 3.05(b) with a

depository institution in the name of the Master Servicer for the benefit of the

Trustee on behalf of the Certificateholders and designated "Countrywide Home

Loans Servicing LP in trust for registered holders of CWABS, Inc., Asset-Backed

Certificates, Series 2004-BC5". Funds in the Certificate Account shall be held

in trust for the Certificateholders for the uses and purposes set forth in this

Agreement.

CERTIFICATE ACCOUNT DEPOSIT: An amount equal to the aggregate of all

amounts in respect of (i) principal of the Mortgage Loans due on or after the

Cut-off Date and received by the Master Servicer before the Closing Date and not

applied in computing the Cut-off Date Principal Balance thereof, and (ii)

interest on the Mortgage Loans due on and after the Cut-off Date and received by

the Master Servicer before the Closing Date.

CERTIFICATE OWNER: With respect to a Book-Entry Certificate, the person

that is the beneficial owner of such Book-Entry Certificate.

CERTIFICATE PRINCIPAL BALANCE: As to any Certificate (other than the

Class C Certificates) and as of any Distribution Date, the Initial Certificate

Principal Balance of such Certificate LESS the sum of (i) all amounts

distributed with respect to such Certificate in reduction of the Certificate

Principal Balance thereof on previous Distribution Dates pursuant to Section

4.04, and (ii) in the case of any Subordinate Certificate, any Applied Realized

Loss Amounts allocated to such Certificate on previous Distribution Dates

pursuant to Section 4.04; provided that, the Certificate Principal Balance of

the Class of Subordinate Certificates with the highest payment priority to which

Realized Losses have been allocated shall be increased by the amount of any

Subsequent Recoveries on the Mortgage Loans not previously allocated, but not by

more than the amount of Realized Losses previously allocated to reduce the

Certificate Principal Balance of that Class. As to any Class C Certificate and

as of any Distribution Date, an amount equal to the excess, if any, of (i) the

aggregate Stated Principal Balance of the Mortgage Loans over (ii) the aggregate

Certificate Principal Balance of the Offered Certificates. References herein to

the Certificate Principal Balance of a Class of Certificates shall mean the

Certificate Principal Balances of all Certificates in such Class.

CERTIFICATE REGISTER: The register maintained pursuant to Section 5.02

hereof.

CERTIFICATEHOLDER or HOLDER: The person in whose name a Certificate is

registered in the Certificate Register (initially, Cede & Co., as nominee for

the Depository, in the case of any Class of Regular Certificates, except that

solely for the purpose of giving any consent pursuant to this Agreement, any

Certificate registered in the name of the Depositor or any affiliate of the

Depositor shall be deemed not to be Outstanding and the Voting Interest

evidenced thereby shall not be taken into account in determining whether the

requisite amount of Voting Interests

<PAGE>

necessary to effect such consent has been obtained; provided that if any such

Person (including the Depositor) owns 100% of the Voting Interests evidenced by

a Class of Certificates, such Certificates shall be deemed to be Outstanding for

purposes of any provision hereof (other than the second sentence of Section

10.01 hereof) that requires the consent of the Holders of Certificates of a

particular Class as a condition to the taking of any action hereunder. The

Trustee is entitled to rely conclusively on a certification of the Depositor or

any affiliate of the Depositor in determining which Certificates are registered

in the name of an affiliate of the Depositor.

CLASS: All Certificates bearing the same Class designation as set forth

in Section 5.01 hereof.

CLASS A PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, the

excess of (i) the aggregate Certificate Principal Balance of the Class A-1,

Class A-2 and Class A-3 Certificates immediately prior to such Distribution Date

plus any Class A-1 Turbo Trigger Event Reduction Amount over (ii) the lesser of

(x) 61.90% of the aggregate Stated Principal Balance of the Mortgage Loans after

giving effect to distributions to be made on that Distribution Date and (y) the

aggregate Stated Principal Balance of the Mortgage Loans for such Distribution

Date after giving effect to distributions to be made on that Distribution Date

minus the OC Floor.

CLASS A-1 CAP CONTRACT: The transaction evidenced by the Class A-1 Cap

Contract Confirmation and Agreement (as assigned to the Trustee pursuant to the

Class A-1 Cap Contract Assignment Agreement), a form of which is attached hereto

as Exhibit R.

CLASS A-1 CAP CONTRACT ASSIGNMENT AGREEMENT: The Assignment Agreement

regarding the Class A-1 Cap Contract dated as of the Closing Date among the

Seller, the Trustee and the Cap Contract Counterparty, a form of which is

attached hereto as Exhibit S.

CLASS A-1 CAP CONTRACT CONFIRMATION AND AGREEMENT: The Confirmation and

Agreement dated December 6, 2004, reference number FXNCC6541, evidencing the

Class A-1 Cap Contract.

CLASS A-1 CAP CONTRACT PAYMENT AMOUNT: The amount, if any, received by

the Trustee for the benefit of the Trust Fund in respect of the Class A-1 Cap

Contract.

CLASS A-1 CAP CONTRACT TERMINATION DATE: The Distribution Date in

October 2007.

CLASS A-1 CERTIFICATE: Any Certificate designated as a "Class A-1

Certificate" on the face thereof, in the form of Exhibit A-1 hereto,

representing the right to distributions as set forth herein.

CLASS A-1 CERTIFICATE PRINCIPAL BALANCE: As of any date of

determination, the Certificate Principal Balance of the Class A-1 Certificates.

CLASS A-1 CURRENT INTEREST: For any Distribution Date, the interest

accrued during the related Accrual Period at the Class A-1 Pass-Through Rate on

the Class A-1 Certificate Principal Balance immediately prior to such

Distribution Date, plus any amount previously distributed with respect to

interest for such Class that is recovered as a voidable preference by a trustee

in bankruptcy.

<PAGE>

CLASS A-1 INTEREST CARRY FORWARD AMOUNT: For any Distribution Date, the

excess of (a) the Class A-1 Current Interest with respect to prior Distribution

Dates over (b) the amount actually distributed to the Class A-1 Certificates

with respect to interest on such prior Distribution Dates.

CLASS A-1 INTEREST CARRYOVER AMOUNT: For any Distribution Date, the sum

of (A) the excess of (i) the amount of interest the Class A-1 Certificates would

otherwise have accrued for such Distribution Date at the Class A-1 Pass-Through

Rate without giving effect to the Net Rate Cap, over (ii) the amount of interest

accrued on the Class A-1 Certificates at the Net Rate Cap for such Distribution

Date and (B) the Class A-1 Interest Carryover Amount for all previous

Distribution Dates not previously paid pursuant to Section 4.04, together with

interest thereon at the Class A-1 Pass-Through Rate (without giving effect to

the Net Rate Cap).

CLASS A-1 MARGIN: For the Accrual Period for any Distribution Date on

or prior to the Optional Termination Date, 0.130% per annum and, for the Accrual

Period for any Distribution Date after the Optional Termination Date, 0.260% per

annum.

CLASS A-1 PASS-THROUGH RATE: For any Distribution Date, the lesser of

(i) One-Month LIBOR plus the Class A-1 Margin and (ii) the Net Rate Cap for such

Distribution Date.

CLASS A-1 TURBO TRIGGER EVENT REDUCTION AMOUNT: The cumulative amount

of funds applied to the Class A-1 Certificates in respect of the Class A-1 Turbo

Trigger Event Payment Amount pursuant to Section 4.04(e)(vi), minus all

distributions to the Class C Certificates made pursuant to the final paragraph

of Section 4.04(d)(ii).

CLASS A-1 TURBO TRIGGER EVENT PAYMENT AMOUNT: With respect to any

Distribution Date on which a Class A-1 Turbo Trigger Event is in effect, the

lesser of (a) the amount of Excess Cashflow remaining after making the

distributions pursuant to Section 4.04(e)(i) through (v) and (b) the Certificate

Principal Balance of the Class A-1 Certificates (after giving effect to

principal distributions from the Principal Distribution Amount on the Class A-1

Certificates with respect to such Distribution Date).

CLASS A-1 TURBO TRIGGER EVENT: With respect to any Distribution Date on

or after the Distribution Date in July 2008, until the Certificate Principal

Balance of the Class A-1 Certificates has been reduced to zero, if the

Certificate Principal Balance of the Class A-1 Certificates (after giving effect

to principal distributions from the Principal Distribution Amount on the Class

A-1 Certificates with respect to such Distribution Date) on that Distribution

Date exceeds the Class A-1 Turbo Trigger Balance for such Distribution Date

specified in the table below.

CLASS A-1 TURBO

DISTRIBUTION DATE TRIGGER BALANCE ($)

July 25, 2008 243,905,637.47

August 25, 2008 240,047,977.74

September 25, 2008 236,181,939.26

October 25, 2008 232,254,790.97

November 25, 2008 228,371,825.77

December 25, 2008 224,428,239.78

<PAGE>

January 25, 2009 220,528,269.94

February 25, 2009 216,619,616.91

March 25, 2009 212,548,200.24

April 25, 2009 208,621,982.23

May 25, 2009 204,634,544.96

June 25, 2009 200,681,365.95

July 25, 2009 196,668,293.66

August 25, 2009 192,676,903.59

September 25, 2009 188,648,934.53

October 25, 2009 184,562,686.75

November 25, 2009 180,517,025.97

December 25, 2009 176,413,595.01

January 25, 2010 172,350,160.13

February 25, 2010 168,277,858.02

March 25, 2010 164,052,317.67

April 25, 2010 159,961,915.38

May 25, 2010 155,815,028.22

June 25, 2010 151,706,643.25

July 25, 2010 147,542,289.48

August 25, 2010 143,415,837.80

September 25, 2010 139,280,369.91

October 25, 2010 135,089,709.90

November 25, 2010 130,936,048.56

December 25, 2010 126,727,716.59

January 25, 2011 122,555,776.57

February 25, 2011 118,374,712.41

March 25, 2011 114,050,282.69

April 25, 2011 109,850,623.57

May 25, 2011 105,597,611.33

June 25, 2011 101,379,457.69

July 25, 2011 97,108,480.12

August 25, 2011 92,871,744.98

September 25, 2011 88,625,731.53

October 25, 2011 84,327,690.74

November 25, 2011 80,062,964.57

December 25, 2011 75,746,745.79

January 25, 2012 71,463,218.63

February 25, 2012 67,170,301.42

March 25, 2012 62,785,421.54

April 25, 2012 58,473,483.59

May 25, 2012 54,111,401.03

June 25, 2012 49,780,439.02

July 25, 2012 45,399,875.03

August 25, 2012 41,049,798.86

September 25, 2012 36,690,173.23

October 25, 2012 32,281,762.59

November 25, 2012 27,902,886.85

December 25, 2012 23,475,774.44

<PAGE>

January 25, 2013 19,077,557.18

February 25, 2013 14,669,674.69

March 25, 2013 10,138,936.10

April 25, 2013 5,711,415.84

May 25, 2013 1,237,043.43

June 25, 2013 0

CLASS A-2 CERTIFICATE: Any Certificate designated as a "Class A-2

Certificate" on the face thereof, in the form of Exhibit A-2 hereto,

representing the right to distributions as set forth herein.

CLASS A-2 CERTIFICATE PRINCIPAL BALANCE: As of any date of

determination, the Certificate Principal Balance of the Class A-2 Certificates.

CLASS A-2 CURRENT INTEREST: For any Distribution Date, the interest

accrued during the related Accrual Period at the Class A-2 Pass-Through Rate on

the Class A-2 Certificate Principal Balance immediately prior to such

Distribution Date, plus any amount previously distributed with respect to

interest for such Class that is recovered as a voidable preference by a trustee

in bankruptcy.

CLASS A-2 INTEREST CARRY FORWARD AMOUNT: For any Distribution Date, the

excess of (a) the Class A-2 Current Interest with respect to prior Distribution

Dates over (b) the amount actually distributed to the Class A-2 Certificates

with respect to interest on such prior Distribution Dates.

CLASS A-2 INTEREST CARRYOVER AMOUNT: For any Distribution Date, the sum

of (A) the excess of (i) the amount of interest the Class A-2 Certificates would

otherwise have accrued for such Distribution Date at the Class A-2 Pass-Through

Rate without giving effect to the Net Rate Cap, over (ii) the amount of interest

accrued on the Class A-2 Certificates at the Net Rate Cap for such Distribution

Date and (B) the Class A-2 Interest Carryover Amount for all previous

Distribution Dates not previously paid pursuant to Section 4.04, together with

interest thereon at the Class A-2 Pass-Through Rate (without giving effect to

the Net Rate Cap).

CLASS A-2 MARGIN: For the Accrual Period for any Distribution Date on

or prior to the Optional Termination Date, 0.270% per annum and, for the Accrual

Period for any Distribution Date after the Optional Termination Date, 0.540% per

annum.

CLASS A-2 PASS-THROUGH RATE: For any Distribution Date, the lesser of

(i) One-Month LIBOR plus the Class A-2 Margin and (ii) the Net Rate Cap for such

Distribution Date.

CLASS A-3 CERTIFICATE: Any Certificate designated as a "Class A-3

Certificate" on the face thereof, in the form of Exhibit A-3 hereto,

representing the right to distributions as set forth herein.

CLASS A-3 CERTIFICATE PRINCIPAL BALANCE: As of any date of

determination, the Certificate Principal Balance of the Class A-3 Certificates.

CLASS A-3 CURRENT INTEREST: For any Distribution Date, the interest

accrued during the related Accrual Period at the Class A-3 Pass-Through Rate on

the Class A-3 Certificate Principal

<PAGE>

Balance immediately prior to such Distribution Date, plus any amount previously

distributed with respect to interest for such Class that is recovered as a

voidable preference by a trustee in bankruptcy.

CLASS A-3 INTEREST CARRY FORWARD AMOUNT: For any Distribution Date, the

excess of (a) the Class A-3 Current Interest with respect to prior Distribution

Dates over (b) the amount actually distributed to the Class A-3 Certificates

with respect to interest on such prior Distribution Dates.

CLASS A-3 INTEREST CARRYOVER AMOUNT: For any Distribution Date, the sum

of (A) the excess of (i) the amount of interest the Class A-3 Certificates would

otherwise have accrued for such Distribution Date at the Class A-3 Pass-Through

Rate without giving effect to the Net Rate Cap, over (ii) the amount of interest

accrued on the Class A-3 Certificates at the Net Rate Cap for such Distribution

Date and (B) the Class A-3 Interest Carryover Amount for all previous

Distribution Dates not previously paid pursuant to Section 4.04, together with

interest thereon at the Class A-3 Pass-Through Rate (without giving effect to

the Net Rate Cap).

CLASS A-3 MARGIN: For the Accrual Period for any Distribution Date on

or prior to the Optional Termination Date, 0.430% per annum and, for the Accrual

Period for any Distribution Date after the Optional Termination Date, 0.860% per

annum.

CLASS A-3 PASS-THROUGH RATE: For any Distribution Date, the lesser of

(i) One-Month LIBOR plus the Class A-3 Margin and (ii) the Net Rate Cap for such

Distribution Date.

CLASS A-R CERTIFICATE: Any one of the Class A-R Certificates executed

by the Trustee substantially in the form annexed hereto as Exhibit D, composed

of the Class R-I Interest and Class R-II Interest.

CLASS A-R CERTIFICATE PRINCIPAL BALANCE: As of any date of

determination, the Certificate Principal Balance of the Class A-R Certificates.

CLASS A-R PRINCIPAL DISTRIBUTION AMOUNT: With respect to any

Distribution Date, the excess, if any, of (A) $100 over (B) all amounts

distributed with respect to such Certificate in reduction of the Certificate

Principal Balance thereof on previous Distribution Dates pursuant to Section

4.04.

CLASS B CERTIFICATE: Any Certificate designated as a "Class B

Certificate" on the face thereof, in the form of Exhibit A-9 hereto,

representing the right to distributions as set forth herein.

CLASS B CERTIFICATE PRINCIPAL BALANCE: As of any date of determination,

the Certificate Principal Balance of the Class B Certificates.

CLASS B CURRENT INTEREST: For any Distribution Date, the interest

accrued during the related Accrual Period at the Class B Pass-Through Rate on

the Class B Certificate Principal Balance immediately prior to such Distribution

Date.

<PAGE>

CLASS B INTEREST CARRY FORWARD AMOUNT: For any Distribution Date, the

excess of (a) the Class B Current Interest with respect to prior Distribution

Dates over (b) the amount actually distributed to the Class B Certificates with

respect to interest on such prior Distribution Dates.

CLASS B INTEREST CARRYOVER AMOUNT: For any Distribution Date and the

Class B Certificates, the sum of (A) the excess of (i) the amount of interest

the Class B Certificates would otherwise have accrued for such Distribution Date

had the Class B Pass-Through Rate thereon been calculated as the sum of

One-Month LIBOR and the applicable Class B Margin for such Distribution Date,

over (ii) the amount of interest accrued on the Class B Certificates at the Net

Rate Cap for such Distribution Date and (B) the Class B Interest Carryover

Amount for all previous Distribution Dates not previously paid pursuant to

Section 4.04, together with interest thereon at the Class B Pass-Through Rate

(without giving effect to the Net Rate Cap).

CLASS B MARGIN: For the Accrual Period for any Distribution Date on or

prior to the Optional Termination Date, 2.900% per annum and, for any

Distribution Date after the Optional Termination Date, 4.350% per annum.

CLASS B PASS-THROUGH RATE: For any Distribution Date, the lesser of (i)

One-Month LIBOR plus the Class B Margin and (ii) the related Net Rate Cap for

such Distribution Date.

CLASS B PRINCIPAL DISTRIBUTION AMOUNT: With respect to any Distribution

Date the excess of (i) the sum of: (A) the aggregate Certificate Principal

Balance of the Senior Certificates (after taking into account distribution of

the Class A Principal Distribution Amount on such Distribution Date) plus any

Class A-1 Turbo Trigger Event Reduction Amount, (B) the Class M-1 Certificate

Principal Balance (after taking into account distribution of the Class M-1

Principal Distribution Amount on such Distribution Date), (C) the Class M-2

Certificate Principal Balance (after taking into account distribution of the

Class M-2 Principal Distribution Amount on such Distribution Date), (D) the

Class M-3 Certificate Principal Balance (after taking into account distribution

of the Class M-3 Principal Distribution Amount on such Distribution Date), (E)

the Class M-4 Certificate Principal Balance (after taking into account

distribution of the Class M-4 Principal Distribution Amount on such Distribution

Date), (F) the Class M-5 Certificate Principal Balance (after taking into

account distribution of the Class M-5 Principal Distribution Amount on such

Distribution Date), (G) the Class M-6 Certificate Principal Balance (after

taking into account distribution of the Class M-6 Principal Distribution Amount

on such Distribution Date), (H) the Class M-7 Certificate Principal Balance

(after taking into account distribution of the Class M-7 Principal Distribution

Amount on such Distribution Date), (I) the Class M-8 Certificate Principal

Balance (after taking into account distribution of the Class M-8 Principal

Distribution Amount on such Distribution Date), and (J) the Class B Certificate

Principal Balance immediately prior to such Distribution Date over (ii) the

lesser of (x) 94.80% of the aggregate Stated Principal Balances of the Mortgage

Loans for such Distribution Date after giving effect to distributions to be made

on that Distribution Date and (y) the aggregate Stated Principal Balance of the

Mortgage Loans for such Distribution Date after giving effect to distributions

to be made on that Distribution Date minus the OC Floor; provided, however, that

after the Certificate Principal Balance of each other Class of Offered

Certificates is reduced to zero, the Class B Principal Distribution Amount for

such Distribution Date will equal 100% of the Principal Distribution Amount for

such Distribution Date.

<PAGE>

CLASS C CERTIFICATE: Any Certificate designated as a "Class C

Certificate" on the face thereof, in the form of Exhibit B hereto, representing

the right to distributions as set forth herein.

CLASS C CURRENT INTEREST: For any Distribution Date, the interest

accrued on the Class C Notional Amount during the related Accrual Period at the

Class C Pass-Through Rate.

CLASS C NOTIONAL AMOUNT: The aggregate amount of the Uncertificated

Principal Balance of the REMIC I Regular Interests other than REMIC I Regular

Interest LT-P and REMIC I Regular Interest LT-R.

CLASS C PASS-THROUGH RATE: A rate per annum equal to the percentage

equivalent of a fraction, the numerator of which is the sum of the amounts

calculated pursuant to clauses (A) through (N) below, and the denominator of

which is the Uncertificated Principal Balance of the REMIC I Regular Interests

(other than REMIC I Regular Interest LT-P and REMIC I Regular Interest LT-R).

For purposes of calculating the Pass-Through Rate for the Class C Certificates,

the numerator is equal to the sum of the following components:

(A) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular

Interest LT-AA minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-AA;

(B) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular

Interest LT-A1 minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-A1;

Interest LT-A2 minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-A2;

(D) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular

Interest LT-A3 minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-A3;

(E) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular

Interest LT-M1 minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-M1;

(F) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular

Interest LT-M2 minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-M2;

(G) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular

Interest LT-M3 minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-M3;

(H) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular

Interest LT-M4 minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-M4;

<PAGE>

(I) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular

Interest LT-M5 minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-M5;

(J) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular

Interest LT-M6 minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-M6;

(K) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular

Interest LT-M7 minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-M7;

(L) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular

Interest LT-M8 minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-M8;

(M) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular

Interest LT-B minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-B;

(N) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular

Interest LT-ZZ minus the Marker Rate, applied to an amount equal to the

Uncertificated Principal Balance of REMIC I Regular Interest LT-ZZ;

CLASS M-1 CERTIFICATE: Any Certificate designated as a "Class M-1

Certificate" on the face thereof, in the form of Exhibit A-4 hereto,

representing the right to distributions as set forth herein.

CLASS M- 1 CERTIFICATE PRINCIPAL BALANCE: As of any date of

determination, the Certificate Principal Balance of the Class M-1 Certificates.

CLASS M-1 CURRENT INTEREST: For any Distribution Date, the interest

accrued during the related Accrual Period at the Class M-1 Pass-Through Rate on

the Class M-1 Certificate Principal Balance immediately prior to such

Distribution Date.

CLASS M-1 INTEREST CARRY FORWARD AMOUNT: For any Distribution Date, the

excess of (a) the Class M-1 Current Interest with respect to prior Distribution

Dates over (b) the amount actually distributed to the Class M-1 Certificates

with respect to interest.

CLASS M-1 INTEREST CARRYOVER AMOUNT: For any Distribution Date and the

Class M-1 Certificates, the sum of (A) the excess of (i) the amount of interest

the Class M-1 Certificates would otherwise have accrued for such Distribution

Date had the Class M-1 Pass-Through Rate thereon been calculated as the sum of

One-Month LIBOR and the applicable Class M-1 Margin for such Distribution Date,

over (ii) the amount of interest accrued on the Class M-1 Certificates at the

Net Rate Cap for such Distribution Date and (B) the Class M-1 Interest Carryover

Amount for all previous Distribution Dates not previously paid pursuant to

Section 4.04, together with interest thereon at the Class M-1 Pass-Through Rate

(without giving effect to the Net Rate Cap).

<PAGE>

CLASS M-1 MARGIN: For the Accrual Period for any Distribution Date on

or prior to the Optional Termination Date, 0.520% per annum and, for the Accrual

Period for any Distribution Date after the Optional Termination Date, 0.780% per

annum.

CLASS M-1 PASS-THROUGH RATE: For any Distribution Date, the lesser of

(i) One-Month LIBOR plus the Class M-1 Margin and (ii) the related Net Rate Cap

for such Distribution Date.

CLASS M-1 PRINCIPAL DISTRIBUTION AMOUNT: With respect to any

Distribution Date the excess of (i) the sum of (A) the aggregate Certificate

Principal Balance of the Senior Certificates (after taking into account

distribution of the Class A Principal Distribution Amount on such Distribution

Date) plus any Class A-1 Turbo Trigger Event Reduction Amount and (B) the Class

M-1 Certificate Principal Balance immediately prior to such Distribution Date

over (ii) the lesser of (x) 68.80% of the Stated Principal Balances of the

Mortgage Loans for such Distribution Date after giving effect to distributions

to be made on that Distribution Date and (y) the aggregate Stated Principal

Balance of the Mortgage Loans for such Distribution Date after giving effect to

distributions to be made on that Distribution Date minus the OC Floor; provided,

however, that after the Certificate Principal Balance of each other Class of

Offered Certificates is reduced to zero, the Class M-1 Principal Distribution

Amount for such Distribution Date will equal 100% of the Principal Distribution

Amount for such Distribution Date.

CLASS M-2 CERTIFICATE: Any Certificate designated as a "Class M-2

Certificate" on the face thereof, in the form of Exhibit A-5 hereto,

representing the right to distributions as set forth herein.

CLASS M-2 CERTIFICATE PRINCIPAL BALANCE: As of any date of

determination, the Certificate Principal Balance of the Class M-2 Certificates.

CLASS M-2 CURRENT INTEREST: For any Distribution Date, the interest

accrued during the related Accrual Period at the Class M-2 Pass-Through Rate on

the Class M-2 Certificate Principal Balance immediately prior to such

Distribution Date.

CLASS M-2 INTEREST CARRY FORWARD AMOUNT: For any Distribution Date, the

excess of (a) the Class M-2 Current Interest with respect to prior Distribution

Dates over (b) the amount actually distributed to the Class M-2 Certificates

with respect to interest on such prior Distribution Dates.

CLASS M-2 INTEREST CARRYOVER AMOUNT: For any Distribution Date and the

Class M-2 Certificates, the sum of (A) the excess of (i) the amount of interest

the Class M-2 Certificates would otherwise have accrued for such Distribution

Date had the Class M-2 Pass-Through Rate thereon been calculated as the sum of

One-Month LIBOR and the applicable Class M-2 Margin for such Distribution Date,

over (ii) the amount of interest accrued on the Class M-2 Certificates at the

Net Rate Cap for such Distribution Date and (B) the Class M-2 Interest Carryover

Amount for all previous Distribution Dates not previously paid pursuant to

Section 4.04, together with interest thereon at the Class M-2 Pass-Through Rate

(without giving effect to the Net Rate Cap).

<PAGE>

CLASS M-2 MARGIN: For the Accrual Period for any Distribution Date on

or prior to the Optional Termination Date, 0.560% per annum and, for the Accrual

Period for any Distribution Date after the Optional Termination Date, 0.840% per

annum.

CLASS M-2 PASS-THROUGH RATE: For any Distribution Date, the lesser of

(i) One-Month LIBOR plus the Class M-2 Margin and (ii) the related Net Rate Cap

for such Distribution Date.

CLASS M-2 PRINCIPAL DISTRIBUTION AMOUNT: With respect to any

Distribution Date the excess of (i) the sum of: (A) the aggregate Certificate

Principal Balance of the Senior Certificates (after taking into account

distribution of the Class A Principal Distribution Amount on such Distribution

Date) plus any Class A-1 Turbo Trigger Event Reduction Amount, (B) the Class M-1

Certificate Principal Balance (after taking into account distribution of the

Class M-1 Principal Distribution Amount on such Distribution Date) and (C) the

Class M-2 Certificate Principal Balance immediately prior to such Distribution

Date over (ii) the lesser of (x) 75.20% of the aggregate Stated Principal

Balance of the Mortgage Loans for such Distribution Date after giving effect to

distributions to be made on that Distribution Date and (y) the aggregate Stated

Principal Balance of the Mortgage Loans for such Distribution Date after giving

effect to distributions to be made on that Distribution Date minus the OC Floor;

provided, however, that after the Certificate Principal Balance of each other

Class of Offered Certificates is reduced to zero, the Class M-2 Principal

Distribution Amount for such Distribution Date will equal 100% of the Principal

Distribution Amount for such Distribution Date.

CLASS M-3 CERTIFICATE: Any Certificate designated as a "Class M-3

Certificate" on the face thereof, in the form of Exhibit A-6 hereto,

representing the right to distributions as set forth herein.

CLASS M-3 CERTIFICATE PRINCIPAL BALANCE: As of any date of

determination, the Certificate Principal Balance of the Class M-3 Certificates.

CLASS M-3 CURRENT INTEREST: For any Distribution Date, the interest

accrued during the related Accrual Period at the Class M-3 Pass-Through Rate on

the Class M-3 Certificate Principal Balance immediately prior to such

Distribution Date.

CLASS M-3 INTEREST CARRY FORWARD AMOUNT: For any Distribution Date, the

excess of (a) the Class M-3 Current Interest with respect to prior Distribution

Dates over (b) the amount actually distributed to the Class M-3 Certificates

with respect to interest on such prior Distribution Dates.

CLASS M-3 INTEREST CARRYOVER AMOUNT: For any Distribution Date and the

Class M-3 Certificates, the sum of (A) the excess of (i) the amount of interest

the Class M-3 Certificates would otherwise have accrued for such Distribution

Date had the Class M-3 Pass-Through Rate thereon been calculated as the sum of

One-Month LIBOR and the applicable Class M-3 Margin for such Distribution Date,

over (ii) the amount of interest accrued on the Class M-3 Certificates at the

Net Rate Cap for such Distribution Date and (B) the Class M-3 Interest Carryover

Amount for all previous Distribution Dates not previously paid pursuant to

Section 4.04, together with interest thereon at the Class M-3 Pass-Through Rate

(without giving effect to the Net Rate Cap).

<PAGE>

CLASS M-3 MARGIN: For the Accrual Period for any Distribution Date on

or prior to the Optional Termination Date, 0.600% per annum and, for the Accrual

Period for any Distribution Date after the Optional Termination Date, 0.900% per

annum.

CLASS M-3 PASS-THROUGH RATE: For any Distribution Date, the lesser of

(i) One-Month LIBOR plus the Class M-3 Margin and (ii) the related Net Rate Cap

for such Distribution Date.

CLASS M-3 PRINCIPAL DISTRIBUTION AMOUNT: With respect to any

Distribution Date the excess of (i) the sum of: (A) the aggregate Certificate

Principal Balance of the Senior Certificates (after taking into account

distribution of the Class A Principal Distribution Amount on such Distribution

Date) plus any Class A-1 Turbo Trigger Event Reduction Amount, (B) the Class M-1

Certificate Principal Balance (after taking into account distribution of the

Class M-1 Principal Distribution Amount on such Distribution Date), (C) the

Class M-2 Certificate Principal Balance (after taking into account distribution

of the Class M-2 Principal Distribution Amount on such Distribution Date) and

(D) the Class M-3 Certificate Principal Balance immediately prior to such

Distribution Date over (ii) the lesser of (x) 78.80% of the aggregate Stated

Principal Balances of the Mortgage Loans for such Distribution Date after giving

effect to distributions to be made on that Distribution Date and (y) the

aggregate Stated Principal Balance of the Mortgage Loans for such Distribution

Date after giving effect to distributions to be made on that Distribution Date

minus the OC Floor; provided, however, that after the Certificate Principal

Balance of each other Class of Offered Certificates is reduced to zero, the

Class M-3 Principal Distribution Amount for such Distribution Date will equal

100% of the Principal Distribution Amount for such Distribution Date.

CLASS M-4 CERTIFICATE: Any Certificate designated as a "Class M-4

Certificate" on the face thereof, in the form of Exhibit A-7 hereto,

representing the right to distributions as set forth herein.

CLASS M-4 CERTIFICATE PRINCIPAL BALANCE: As of any date of

determination, the Certificate Principal Balance of the Class M-4 Certificates.

CLASS M-4 CURRENT INTEREST: For any Distribution Date, the interest

accrued during the related Accrual Period at the Class M-4 Pass-Through Rate on

the Class M-4 Certificate Principal Balance immediately prior to such

Distribution Date.

CLASS M-4 INTEREST CARRY FORWARD AMOUNT: For any Distribution Date, the

excess of (a) the Class M-4 Current Interest with respect to prior Distribution

Dates over (b) the amount actually distributed to the Class M-4 Certificates

with respect to interest on such prior Distribution Dates.

CLASS M-4 INTEREST CARRYOVER AMOUNT: For any Distribution Date and the

Class M-4 Certificates, the sum of (A) the excess of (i) the amount of interest

the Class M-4 Certificates would otherwise have accrued for such Distribution

Date had the Class M-4 Pass-Through Rate thereon been calculated as the sum of

One-Month LIBOR and the applicable Class M-4 Margin for such Distribution Date,

over (ii) the amount of interest accrued on the Class M-4 Certificates at the

Net Rate Cap for such Distribution Date and (B) the Class M-4 Interest Carryover

Amount for all previous Distribution Dates not previously paid pursuant to

Section 4.04, together with interest thereon at the Class M-4 Pass-Through Rate

(without giving effect to the Net Rate Cap).

<PAGE>

CLASS M-4 MARGIN: For the Accrual Period for any Distribution Date on

or prior to the Optional Termination Date, 0.930% per annum and, for the Accrual

Period for any Distribution Date after the Optional Termination Date, 1.395% per

annum.

CLASS M-4 PASS-THROUGH RATE: For any Distribution Date, the lesser of

(i) One-Month LIBOR plus the Class M-4 Margin and (ii) the related Net Rate Cap

for such Distribution Date.

CLASS M-4 PRINCIPAL DISTRIBUTION AMOUNT: With respect to any

Distribution Date the excess of (i) the sum of: (A) the aggregate Certificate

Principal Balance of the Senior Certificates (after taking into account

distribution of the Class A Principal Distribution Amount on such Distribution

Date) plus any Class A-1 Turbo Trigger Event Reduction Amount, (B) the Class M-1

Certificate Principal Balance (after taking into account distribution of the

Class M-1 Principal Distribution Amount on such Distribution Date), (C) the

Class M-2 Certificate Principal Balance (after taking into account distribution

of the Class M-2 Principal Distribution Amount on such Distribution Date), (D)

the Class M-3 Certificate Principal Balance (after taking into account

distribution of the Class M-3 Principal Distribution Amount on such Distribution

Date), and (E) the Class M-4 Certificate Principal Balance immediately prior to

such Distribution Date over (ii) the lesser of (x) 82.10% of the aggregate

Stated Principal Balances of the Mortgage Loans for such Distribution Date after

giving effect to distributions to be made on that Distribution Date and (y) the

aggregate Stated Principal Balance of the Mortgage Loans for such Distribution

Date after giving effect to distributions to be made on that Distribution Date

minus the OC Floor; provided, however, that after the Certificate Principal

Balance of each other Class of Offered Certificates is reduced to zero, the

Class M-4 Principal Distribution Amount for such Distribution Date will equal

100% of the Principal Distribution Amount for such Distribution Date.

CLASS M-5 CERTIFICATE: Any Certificate designated as a "Class M-5

Certificate" on the face thereof, in the form of Exhibit A-8 hereto,

representing the right to distributions as set forth herein.

CLASS M-5 CERTIFICATE PRINCIPAL BALANCE: As of any date of

determination, the Certificate Principal Balance of the Class M-5 Certificates.

CLASS M-5 CURRENT INTEREST: For any Distribution Date, the interest

accrued during the related Accrual Period at the Class M-5 Pass-Through Rate on

the Class M-5 Certificate Principal Balance immediately prior to such

Distribution Date.

CLASS M-5 INTEREST CARRY FORWARD AMOUNT: For any Distribution Date, the

excess of (a) the Class M-5 Current Interest with respect to prior Distribution

Dates over (b) the amount actually distributed to the Class M-5 Certificates

with respect to interest on such prior Distribution Dates.

CLASS M-5 INTEREST CARRYOVER AMOUNT: For any Distribution Date and the

Class M-5 Certificates, the sum of (A) the excess of (i) the amount of interest

the Class M-1 Certificates would otherwise have accrued for such Distribution

Date had the Class M-5 Pass-Through Rate thereon been calculated as the sum of

One-Month LIBOR and the applicable Class M-5 Margin for such Distribution Date,

over (ii) the amount of interest accrued on the Class M-5 Certificates

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at the Net Rate Cap for such Distribution Date and (B) the Class M-1 Interest

Carryover Amount for all previous Distribution Dates not previously paid

pursuant to Section 4.04, together with interest thereon at the Class M-5

Pass-Through Rate (without giving effect to the Net Rate Cap).

CLASS M-5 MARGIN: For the Accrual Period for any Distribution Date on

or prior to the Optional Termination Date, 1.000% per annum and, for the Accrual

Period for any Distribution Date after the Optional Termination Date, 1.500% per

annum.

CLASS M-5 PASS-THROUGH RATE: For any Distribution Date, the lesser of

(i) One-Month LIBOR plus the Class M-5 Margin and (ii) the related Net Rate Cap

for such Distribution Date.

CLASS M-5 PRINCIPAL DISTRIBUTION AMOUNT: With respect to any